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BETWEEN THE PARTIES, EXCEPT AS PROVIDED IN THE OR WRITTEN, AND ALL OTHER COMMUNICATIONS ~ SECTION ENTITLED "IBM EDUCATION COURSES," SUPER- TWEEN THE PARTIES RELATING TO THE SUBJECT MATTER SEDING ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OF THIS AGREEMENT. Agreement for Lease or Rental of IBM Machines (Z125-3320-00) International Business Machines Corporation (IBM) and the Customer agree that the following terms and conditions will apply to any Customer order for lease or rental of I BM machines that is accepted by IBM under this Agreement. Under these terms and conditions, IBM will 1) lease or rent machines to the Customer, 2) provide maintenance service for machines and 3) as available, furnish programming and programming services, all as described herein. The Customer agrees to accept the machines, maintenance service, programming and programming services under the terms and conditions of this Agreement The Customer further agrees with respect to the machines and programming to accept the responsibility for 1) their selection to achieve the Customer's intended results, 2) their use and 3) the results obtained therefrom. The Customer also has the responsibility for the selection and use of, and results obtained from, any other equipment, programs or services used with the machines and programming. The term "machines" as used in this Agreement refers to machines and/or their model conversions and features unless the context requires individual reference. Specific machines, model conversions and features become subject to this Agreement when either a written order to lease or a written order to rent is signed by the Customer and accepted by IBM. For each order to lease a machine, IBM will provide the Customer a Supplement to this Agreement (Supplement) confirming the specific terms applicable to the machine. Installation of the machine or payment of the first invoice for Monthly Lease Charges, whichever first occurs following receipt of the Supplement. will constitute the Customer's acceptance of such specific terms. INST ALLA TION The -Commencement Date for an eligible machine already The Customer agrees to provide a suitable environment for the installed under a Rental Contract Period will be the day the written machines as specified by IBM and, except as otherwise specified order to lease the machine is received by IBM. The Commence- by IBM, to furnish all labor required for unpacking and placing ment Date of a new Lease Contract Period for a machine already each machine in the desired location Each machine will be installed under a Lease Contract Period or Extension will be the installed as specified by IBM. day immediately following the Expiration Date of such Lease Installation By IBM Contract Period or Extension, provided that the written order for a new Lease Contract Period for the machine is received by IBM on IBM will install machines which are not identified by IBM as or before such Commencement Date. Customer Set-Up. IBM will install features and model conversions The Expiration Date of a Lease Contract Period is determined on.;the serial-numbered machine for which they are ordered. Initially by adding the Base Term to the Commencement Date, The first day of charge for such machine, feature or model and thereafter may be adjusted as described in the Section conversion will be the day (Monday through Friday) following the entitled "Machine Modifications." day the machine, feature or model conversion is installed by IBM A Lease Contract Period may be extended as described in the Customer Set-Up Section entitled "Lease Contract Period Extension" Each machine, feature and model conversion identified by IBM Rental Contract Period as Customer Set-Up (CSU) will be set up by the Customer in A Rental Contract Period has a Commencement Date and is of accordance with the instructions furnished by IBM. ,ndefinite duration. A CSU machine will be considered to be installed on the last day The Commencement Date for an eligible machine being (Monday through Friday) of the CSU allowance period specified installed will be the day (Monday through Friday) following the by IBM for such machine. The CSU allowance period commences day that the machine is installed, as specified In the Section on the day (Monday through Friday) following the date of receipt entitled "Installation." of the machine at the Customer's premises. However. when a CSU The Commencement Date for an eligible machine already machine is delivered in conjunction with, and for attachment to, a installed will be the day following the Expiration Date of its Lease non-CSU machine delivered from IBM. such CSU machine will be Contract Period or Extension. considered to be installed on the later of 1) the installation date of such non-CSU machine or 2) the installation date of the CSU CHARGES machine as determined above. The Customer agrees to pay all charges as described in this A CSU feature or model conversion will be considered to be in- Section. IBM reserves the right to offer machines for lease or stalled one month following the later of its estimated date of rental on longer than a monthly charge basIs and, if so, this shipment or its actual date of shipment from IBM. CSU features Section would be construed accordingly. and model conversions will be installed on the serial-numbered IBM will determine the Monthly Lease Charge or Monthly machine for which they are ordered. Rental Charge applicable to the Lease or Rental Contract Period The first day of charge for such machine. feature or model or Periods for which each machine is eligible. In addition, IBM will conversion will be the day (Monday through Friday) following the specify the Plan Offering for each machine as: day the machine, feature or model conversion is considered to be Plan A: Each Plan A machine which is installed under a Rent- installed. al Contract Period is subject to an Additional Use Charge for CONTRACT PERIOD billable time in excess of 176 hours in any calendar month, as IBM will determine the Lease or Rental Contract Period or measured by an IBM meter, at an hourly ratewhich is equal to Periods for which each machine IS eligible. The Customer may 1/176th of the Monthly Rental Charge multiplied by IBM's select the Lease or Rental Contract Period for each machine from applicable Additional Use Charge Percent then generally in the alternatives available. effect. There is no Additional Use Charge for a Plan A machine which is Installed under a Lease Contract Period or Extension. Lease Contract Period Plan B: For each Plan B machine, the Monthly Lease Charge A Lease Contract Period has a Commencement Date, a Base or Monthly Rental Charge provides the Customer with Term and an Expiration Date each of which will be specified in the unlimited use in any calendar month. Supplement. Plan C: Each Plan C machine is subject to a Monthly Use The Commencement Date for an eligible machine being Charge which is determined by multiplying the amount of pro- installed will be the day (Monday through Friday) following the cessing performed by the machine, as measured by an IBM day that the machine is installed, as specified in the Section meter, by IBM's applicable Monthly Use Charge Rate(s) then entitled "Installation," provided the written order to lease the generally in effect. machine is received by IBM on or before such Commencement Plan D: For each Plan D machine, model upgrade and feature, Date. there will be an Initial Period of Maintenance Service, as Page 12 of 17